MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2022-23

167 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS B. Governance, Nomination and Remuneration Committee All Committee Members are Independent Directors including the Chairman. The Members are Mr. Vikram Singh Mehta (Chairman of the Committee), Mr. Haigreve Khaitan, Ms. Nisaba Godrej and Ms. Shikha Sharma. Mr. Anand G. Mahindra, Chairman, Dr. Anish Shah, Managing Director and Chief Executive Officer and Mr. Ruzbeh Irani, President - Group HR are permanent invitees to the Committee. Key Terms of Reference of the Committee: The Committee has been vested with the authority to, inter alia, recommend nominations for Board Membership, develop and recommend policies with respect to composition of the Board commensurate with the size, nature of the business and operations of the Company, establish criteria for selection to the Board with respect to the competencies, qualifications, experience, track record, integrity, establish Director retirement policies and appropriate succession plans and determine overall compensation policies of the Company. The Committee also administers the Company’s Employee Stock Option Schemes formulated from time to time including “Mahindra & Mahindra Limited Employees Stock Option Scheme – 2000”, “Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010” and takes appropriate decisions in terms of the concerned Scheme(s). The terms of reference of this Committee are aligned with the Listing Regulations and the Act. The coverage of “Senior Management” of the Company was widened pursuant to an amendment to the Listing Regulations and consequently the “Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management” has been amended. The scope of the Committee inter alia includes review of market practices and deciding on remuneration packages applicable to the Chairman, Managing Director, the Executive Director(s), Presidents and other Members of Senior Management as may be decided from time to time (including the Chief Financial Officer and Company Secretary). In addition to the above, the Committee’s role includes identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every Director’s performance. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other Employees. This policy has also been posted on the website of the Company and can be accessed in the Governance section at the Web-link: https://www.mahindra. com/investor-relations/policies-and-documents . The Committee has undertaken a structured and comprehensive succession planning program over a period of time and has carried out a rigorous review for an orderly Succession to the Board and the Senior Management. The Committee carries out a separate exercise to evaluate the performance of Individual Directors. Feedback is sought by way of structured questionnaires covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation is carried out based on the responses received from the Directors. The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends, etc. During the year under review, the Committee ascertained and reconfirmed that the deployment of “questionnaire” as a methodology, is effective for evaluation of performance of Board and Committees and Individual Directors. The Committee is also empowered to opine, in respect of the services rendered by a Director in professional capacity and whether such Director possesses requisite qualification for the practice of the profession. As per section 178(7) of the Act and Secretarial Standard on General Meetings, the Chairman of the Committee or, in his absence, any other Member of the Committee authorised by him in this behalf shall attend the General Meetings of the Company. The Chairman of the Committee, Mr. Vikram Singh Mehta was virtually present at the 75 th AGM of the Company held through Video Conferencing facility on 5 th August, 2022. Composition and Attendance (in brief): 100% 4 5 100% Independence Members Meetings Attendance The Committee met five times during the year under review on 27 th May, 2022, 4 th August, 2022, 10 th November, 2022, 10 th February, 2023 and 14 th March, 2023.